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EXHIBIT 4.22
EXECUTION COPY
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THIRD AMENDMENT TO
WALBRO CORPORATION
CREDIT AGREEMENT AND WAIVER
COMERICA BANK, as AGENT
XXXXXX BANK, as CO-AGENT
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THIRD AMENDMENT TO WALBRO CREDIT AGREEMENT AND WAIVER
THIS THIRD AMENDMENT ("Third Amendment") is made as of this 27th day of
August, 1997 by and among Walbro Corporation, a Delaware corporation
("Company"), Comerica Bank and the other banks signatory hereto (individually, a
"Bank" and collectively, the "Banks") and Comerica Bank, as agent for the Banks
(in such capacity, "Agent").
RECITALS:
A. Company, Agent and certain of the Banks entered into that certain
Amended and Restated Walbro Corporation $135,000,000 Credit Agreement dated as
of September 22, 1995 (as amended by the First Amendment to Walbro Credit
Agreement dated as of March 8, 1996 and the Second Amendment to Walbro Credit
Agreement dated as of March 17, 1997, the "Credit Agreement") under which such
Banks renewed and extended (or committed to extend) credit to the Company and
the Permitted Borrowers, as set forth therein.
B. At the Company's request, Agent and the Banks have agreed to make
certain amendments to the Credit Agreement to make certain changes as
hereinafter set forth, but only on the terms and conditions set forth in this
Third Amendment .
NOW THEREFORE, Company, Agent and the Banks agree:
1. Section 1 of the Credit Agreement is amended as follows:
(a) Section 1.36 (the definition of "Covenant Compliance Report") is
amended to replace the word "and" following the reference to "9.11" with a
comma and to add, following the reference to "9.15", the words "and 9.16,".
(b) Sections 1.50A (the definition of "EBIT") and 1.51 (the definition
of "EBITDA") are amended to add, following the word "taxes" in each such
Section, the words "based on income and foreign withholding taxes."
(c) Section 1.88A (the definition of "Interest Coverage Ratio") is
amended to add, at the end of said Section (following the words
"Consolidated basis"), the words:
"provided, however, that gross interest expense shall include cash
interest paid under the Convertible Debentures, whether or not
classified as interest expense for purposes of GAAP."
(d) Section 1.124 (the definition of "Permitted Investments") is
amended (i) to add in subparagraph (c) thereof, following the words "issued
by" (in the second line thereof), the words "or eurodollar time deposits
placed with", (ii) to delete the word "and" from the
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end of subparagraph (d) thereof, (iii) to change the period following
subparagraph (e) to a semicolon and (iv) to add new subparagraph (f), as
follows:
"(f) repurchase agreements entered into with any Bank (or other
commercial banking institution of the stature referred to in clause
(c) above) which (i) mature within one year from the date of
acquisition, (ii) which are fully collateralized by investment
instruments that would otherwise be Permitted Investments under
clauses (a) through (d) above; provided all such repurchase agreements
require physical delivery of the investment instruments securing such
repurchase agreements, except those delivered through the Federal
Reserve Book Entry System."
(e) New Section 1.132A is added to the Credit Agreement, immediately
following Section 1.132, as follows:
"1.132A 'Purchase Money Loan Facility' shall mean that certain
Purchase Money Loan Agreement dated as of the date hereof by and among
Company and certain of its Domestic Subsidiaries, as borrowers, the
Banks and the Agent to fund the purchase of machinery, equipment,
fixtures and other fixed assets according to the terms thereof, as
amended, renewed, replaced, extended or supplemented from time to
time."
(f) New Section 1.132B is added to the Credit Agreement, immediately
following Section 1.132A, as follows:
"Section 1.132B 'Purchase Money Facility Outstandings' shall
mean the aggregate principal amount outstanding from time to time
under the Purchase Money Loan Facility."
(g) New Section 1.136A is added to the Credit Agreement, immediately
following Section 1.136, as follows:
"1.136A 'Refunded Purchase Money Loan Advance' is defined in
Section 2.3(c) hereof."
(h) Section 1.142 (the definition of "Revolving Credit Aggregate
Commitment") is amended and restated in its entirety, as follows:
"Section 1.142 Revolving Credit Aggregate Commitment" shall mean
One Hundred Thirty Five Million Dollars ($135,000,000), subject to
permanent reduction or termination pursuant to Sections 2.15 or 10.2
hereof, minus the aggregate amount of Purchase Money Facility
Outstandings, if any; provided, however, that so long as the maximum
amount of Advances of the Revolving Credit which the Company and the
Permitted Borrowers may request hereunder is subject to the
restrictions set forth
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in Section 2.3(i) hereof, the Revolving Credit Aggregate Commitment
shall be deemed to be One Hundred Fifteen Million Dollars
($115,000,000), subject to permanent reduction or termination pursuant
to Section 2.15 or 10.2 hereof, minus the aggregate amount of Purchase
Money Facility Outstandings, if any."
2. Section 2 of the Credit Agreement is amended as follows:
(a) Section 2.3(c) is amended to add at the end of said Section
(following the words "Section 2.3(c), but before the semicolon) the
following:
"and provided further that, in the case of any Advance of the
Revolving Credit being applied to reduce outstandings under the
Purchase Money Loan Facility, the aggregate principal amount of such
outstandings to be refunded hereunder ("Refunded Purchase Money Loan
Advance") shall not be included for purposes of calculating the
limitation under this Section 2.3(c)".
(b) New Sections 2.3(h) and 2.3(i) are added to the Credit Agreement,
immediately following Section 2.3(g), as follows:
"(h) At any time following the occurrence of a Default or Event
of Default under the Purchase Money Loan Facility and at all other
times upon three (3) Business Days prior written notice by Agent to
Company, the Agent shall, at the direction or with the concurrence of
the Majority Banks, promptly request on behalf of Company or the
applicable Permitted Borrower (which hereby irrevocably directs the
Agent to act on its behalf), that each Bank make an Advance of the
Revolving Credit in an amount equal to such Bank's Percentage of the
principal amount outstanding under the Purchase Money Loan Facility
(and accrued interest thereon), or such lesser portion thereof as
covered by the applicable direction or concurrence of the Majority
Banks. Each such Refunded Purchase Money Loan Advance shall be a
Prime-based Advance. Each Bank's obligation to make Advances of the
Revolving Credit under this subparagraph (h) shall be absolute and
unconditional and shall not be affected by any circumstances,
including without limitation, (i) any set-off, counterclaim or
recoupment, defense or other right which such Bank may have against
Company, the Permitted Borrowers or any other Person for any reason
whatsoever; (ii) the occurrence or continuance of any Default or Event
of Default; (iii) any adverse change in the condition (financial or
otherwise) of the Company, any Permitted Borrower or any other Person;
(iv) any breach of this Agreement by the Company, any Permitted
Borrower or any other Person; (v) any inability of the Company or the
Permitted Borrowers to satisfy the conditions precedent to borrowing
set forth in this Agreement on the date upon which such Advance is to
be made; or (vi) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing.
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"(i) Until the Company has delivered the financial statements for
its year ending December 31, 1997 in accordance with Section 8.3(b) of
this Agreement, Company and the Permitted Borrowers agree not to
request Advances of the Revolving Credit which would cause the
aggregate principal amount outstanding under the Revolving Credit
(taking into account all Swing Line Advances, the undrawn amount of
all Letters of Credit issued (or requested but not yet issued), the
unreimbursed amount of any draws under any Letters of Credit at such
time all determined in the manner set forth in Section 2.3(c) hereof,
plus the aggregate Purchase Money Facility Outstandings, to exceed at
any time the sum of One Hundred Fifteen Million Dollars ($115,000,000)
and, in the event of any Request for Advance by Company or the
Permitted Borrowers contrary to this subparagraph (i), the Banks shall
not be required to fund any such requested Advance."
(c) Section 2.13 is amended to add, following the words "Revolving
Credit Aggregate Commitment then in effect (whether used or unused)," (in
the eighth line thereof), the words "without giving effect to any
reductions therein based on the amount of Purchase Money Loan Outstandings,
and without taking into account any reduced availability under Section
2.3(i)".
(d) Section 2.15(v) is amended and restated in its entirety, as
follows:
"(v) no reduction shall reduce the amount of the Revolving Credit
Aggregate Commitment to an amount which is less than the sum of the
aggregate undrawn amount of any Letters of Credit outstanding at such
time, plus the face amount of all Letters of Credit requested, but not
yet issued at such time, plus the unreimbursed amount of any draws
under Letters of Credit at such time, plus the aggregate amount of
Purchase Money Indebtedness and availability under the Purchase Money
Loan Facility from time to time."
3. Section 8 of the Credit Agreement shall be amended as follows:
(a) Section 8.5 (establishing the Funded Debt Ratio) is amended to change
the reference to "4.5" in Section 8.5(c) to "4.75".
(b) Section 8.6 (establishing the Interest Coverage Ratio) is amended to
change the reference to "1.45" in Section 8.6(c) to "1.1", and to amend and
restate Section 8.6(d), in its entirety as follows:
"(d) from December 31, 1997 to March 30, 1998, 1.25 to 1.0; and from
March 31, 1998 to December 30, 1998, 1.70 to 1.0;".
4. Sections 9 and 10 of the Credit Agreement are amended, as follows:
(a) Section 9.5(c) is amended and restated in its entirety, as
follows:
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"(c) (i) Purchase money debt for fixed assets incurred under the terms
of the Purchase Money Loan Facility, (ii) purchase money debt existing on
the Effective Date of the Third Amendment as shown on Schedule 9.5, and
(iii) other purchase money debt for fixed assets (including capitalized
leases or other non-cancelable leases having a term of 12 months or longer)
not to exceed an aggregate amount, for the Company and its Subsidiaries
incurred while no Default or Event of Default exists under this Agreement
or the other loan documents, of Five Million Dollars ($5,000,000) (or the
equivalent thereof in any other currency, as applicable) at any one time
outstanding;".
(b) Section 10.1(g) of the Credit Agreement is amended to add, in the
fifth line thereof (following the words "Senior Debt Documents") the words ",
the Purchase Money Loan Facility".
5. New Exhibit L (setting forth the form of the Covenant Compliance Report)
in the form of Attachment 1 hereto shall replace existing Exhibit L to the
Credit Agreement in its entirety. Those replacement schedules to the Credit
Agreement set forth on Attachment 2 shall replace in their entirety, the
comparable, existing schedules to the Credit Agreement, as applicable, and new
Schedule 9.5 is added to the Credit Agreement in the form of Attachment 3.
6. In reliance upon the Company's Covenant Compliance Certificate (and
supporting calculations) dated as of August 1, 1997, the Banks hereby waive
compliance by the Company and its Subsidiaries with the Funded Debt Ratio in
effect under Section 8.5 (f) of the Credit Agreement and with the Interest
Coverage Ratio in effect under Section 8.6(b), of the Credit Agreement, in each
case for the Company's fiscal quarter ending as of June 30, 1997, but not
otherwise.
7. This Third Amendment shall become effective (according to the terms
hereof) on the date (the "Effective Date of the Third Amendment") that the
following conditions have been fully satisfied by the Company (the
"Conditions"):
(a) Agent shall have received:
i. counterpart originals of this Third Amendment, duly executed and
delivered by the Company, the Permitted Borrowers and Guarantors,
the Agent and the requisite Banks, and in form satisfactory to
Agent and the requisite Banks,
ii. certified copies of resolutions of the Boards of Directors of
each of the Company, each of the undersigned Permitted Borrowers
which is a Domestic Subsidiary and each of the undersigned
Guarantors which is a Domestic Subsidiary (and powers of
attorney, where applicable) authorizing, as applicable, the
execution and delivery of this Third Amendment, and the
performance by such undersigned parties of each of their
respective obligations under the Amended Credit Agreement (as
defined below); and
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iii. a certificate of the Secretary or other authorized officer of
each of the Company, each of the undersigned Permitted Borrowers
which is a Domestic Subsidiary and each of the undersigned
Guarantors which is a Domestic Subsidiary certifying the names of
the officer or officers of such undersigned parties, as the case
may be, authorized to sign this Third Amendment and any other
Loan Document including any Request for Advance or Letter of
Credit Agreement together with a sample of the true signature of
each such officer; and
(b) Company shall have paid to Agent, for distribution to the Banks, an
amendment fee in the amount of $135,000, for distribution to the Banks
based on the Percentages;
provided however that, subject to the foregoing, the waiver set forth in
paragraph 6 of this Third Amendment shall be given retroactive effect to June
30, 1997. With respect to the undersigned Permitted Borrowers and Guarantors
which are Foreign Subsidiaries, Company shall deliver or cause to be delivered
to Agent, no later than October 15, 1997, corporate authority documents
substantially similar to those identified in subparagraph (a)(ii) and a(iii) of
this paragraph 7 ratifying the execution and delivery by such party of this
Third Amendment; provided that until all such documents have been delivered, no
Advances shall be available to any of such Permitted Borrowers.
8. The expiration date for completion of the matters identified in (a)
subparagraphs 6(a) through 6(c) of the Second Amendment is hereby extended to
September 30, 1997 and (b) in the proviso to Section 5 of the Second Amendment
is hereby extended to October 15, 1997. Furthermore, Company and each of the
Permitted Borrowers hereby agrees, pursuant to Section 14.7 of the Credit
Agreement, to make, execute, acknowledge and deliver or cause to be made,
executed, acknowledged and delivered, all such amendments to the local share
pledges and to the other Collateral Documents as shall be advisable or required
under applicable local law to maintain the perfection of the liens granted
thereunder and proof that any appropriate financing statements, collateral and
other documents covering the Collateral described therein have been executed and
delivered by the appropriate parties and recorded or filed in such jurisdictions
and such other steps have been taken as necessary to maintain the perfection of
the security interests or other liens granted thereby, all at the written
request, from time to time, of Agent or the Majority Banks, with the applicable
steps to be completed as soon as practicable following each such request, but in
no event later than ninety (90) days thereafter.
9. Each of Company, the undersigned Permitted Borrowers and the undersigned
Guarantors hereby represents and warrants that, after giving effect to the
amendments contained herein, (a) execution and delivery of this Third Amendment
and the performance by each of the Company and the undersigned Permitted
Borrowers of their respective obligations under the Credit Agreement as amended
hereby (herein, as so amended, the "Amended Credit Agreement") are within such
undersigned's corporate powers, have been duly authorized, are not in
contravention of law or the terms of its articles of incorporation or bylaws or
other organic documents of the parties thereto, as applicable, and except as
have been previously obtained (or as referred to in Section 7.15 of the Amended
Credit Agreement) do not require the consent or approval, material to
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the amendments contemplated in the Amended Credit Agreement, of any governmental
body, agency or authority, and the Amended Credit Agreement, will constitute the
valid and binding obligations of such undersigned parties enforceable in
accordance with its terms, except as enforcement thereof may be limited by
applicable bankruptcy, reorganization, insolvency, moratorium, ERISA or similar
laws affecting the enforcement of creditors' rights generally and by general
principles of equity (whether enforcement is sought in a proceeding in equity or
at law), and (b) the continuing representations and warranties set forth in
Sections 7.1 through 7.20, inclusive, of the Amended Credit Agreement are true
and correct on and as of the date hereof, and such representations and
warranties are and shall remain continuing representations and warranties during
the entire life of the Amended Credit Agreement.
10. Except as specifically set forth above, this Third Amendment shall not
be deemed to amend or alter in any respect the terms and conditions of the
Credit Agreement, or any of the other Loan Documents, or to constitute a waiver
by Banks or Agent of any right or remedy under the Credit Agreement or any of
the other Loan Documents.
11. Unless otherwise defined to the contrary herein, all capitalized terms
used in this Third Amendment shall have the meanings set forth in the Credit
Agreement.
12. This Third Amendment shall be a contract made under and governed by the
internal laws of the State of Michigan, and may be executed in counterpart, in
accordance with Section 14.10 of the Credit Agreement.
* * *
[SIGNATURES FOLLOW ON SUCCEEDING PAGES]
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IN WITNESS WHEREOF, Company, the Banks and Agent have each caused this
Third Amendment to be executed by their respective duly authorized officers or
agents, as applicable, all as of the date first set forth above.
COMERICA BANK, WALBRO CORPORATION
as Agent
By: /s/ Xxxx X. Xxxxxx
---------------------- By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Its: Vice President Its: Chief Financial Officer and Treasurer
--------------------- --------------------------------------
One Detroit Center 0000 Xxxxxxxx Xxxxxx
000 Xxxxxxxx Xxxxxx Xxxx Xxxx, Xxxxxxxx 00000
9th Floor MC 3265 Attn: Xxxxxxx X. Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxxx
BANKS: COMERICA BANK
By: /s/ Xxxx X. Xxxxxx
---------------------------
Its: Vice President
--------------------------
One Detroit Center
XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------
Its: Vice President
--------------------------
(First Signature Page to Third Amendment)
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NATIONAL CITY BANK
By: /s/ Xxxxxxx X. Xxxxxx
------------------------
Its: Vice President
-----------------------
THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH
By: /s/ Xxxxxx Xxxxxxxx
------------------------
Its: Deputy General Manager
------------------------
THE BANK OF NEW YORK
By: /s/ Xxxxxxx Xxxxxx
------------------------
Its: Vice President
------------------------
SOCIETE GENERALE
By: /s/ Xxxxxx X. Xxxxxxx
------------------------
Its: Vice President
------------------------
(Second Signature Page to Third Amendment)
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COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A.
"RABOBANK NEDERLAND", NEW YORK
BRANCH
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------
Its: Vice President
---------------------------
And By: /s/ W. Xxxxxx X. Xxxxx
------------------------
Its: Vice President
---------------------------
Acknowledged and Agreed by the undersigned (by their respective duly authorized
officers or agents, as applicable), all as of the date first set forth above:
WALBRO AUTOMOTIVE CORPORATION,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxx
----------------------------
Its: Treasurer
---------------------------
XXXXXX MANUFACTURING COMPANY,
a Michigan corporation
By: /s/ Xxxxxxx X. Xxxxx
----------------------------
Its: Treasurer
---------------------------
(Third Signature Page to Third Amendment)
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WALBRO ENGINE MANAGEMENT
CORPORATION, a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxx
---------------------------
Its: Treasurer
--------------------------
XXXXXXXXX ENGINEERED PRODUCTS, INC., a
Delaware corporation
By: /s/ Xxxxxxx X. Xxxxx
---------------------------
Its: Treasurer
--------------------------
WALBRO JAPAN, INC., a Japanese company
By: /s/ Xxxxxxx X. Xxxxx
---------------------------
Its:
--------------------------
(Fourth Signature Page to Third Amendment)
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WALBRO AUTOMOTIVE GmbH, a
German company
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Its: Secretary
--------------------------
WALBRO NETHERLANDS B.V., a
Dutch company
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Its: Secretary
--------------------------
WALBRO AUTOMOTIVE S.A, a
French company
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Its: Secretary
--------------------------
WALBRO AUTOMOTIVE N.V., a
Belgian company
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Its: Secretary
--------------------------
(Fifth Signature Page to Third Amendment)
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WALBRO AUTOMOTIVE A.S., a
Norwegian company
By:/s/ Xxxxxx X. Xxxxxxx
----------------------
Its: Secretary
---------------------
WALBRO AUTOMOTIVE LIMITED, an
English Company
By:/s/ Xxxxxx X. Xxxxxxx
----------------------
Its: Secretary
---------------------
WALBRO AUTOMOTIVE S.A., a
Spanish company
By:/s/ Xxxxxx X. Xxxxxxx
----------------------
Its: Secretary
---------------------
(Sixth Signature Page to Third Amendment)
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EXHIBIT L
REPLACEMENT
COVENANT COMPLIANCE REPORT
To: Comerica Bank, as Agent
Re: Amended and Restated Walbro Corporation $135,000,000 Credit Agreement
dated as of September 22, 1995 (as amended or otherwise modified from
time to time, the "Agreement")
This Covenant Compliance Report ("Report") is furnished pursuant to Section
8.3(b) and/or (c) of the Agreement and sets forth various information as of____,
199__ (the "Computation Date").
1. Consolidated Tangible Net Worth (Section 8.4 of the Agreement). On the
Computation Date, the Consolidated Tangible Net Worth, which was required to be
at all times not less than $95,000,000 plus the sum of the Net Income Adjustment
plus the Equity Offering Adjustment, was $_____, as computed in the supporting
documents attached hereto as Schedule 1.
2. Funded Debt Ratio (Section 8.5 of the Agreement). On the Computation
Date, the Company's Funded Debt Ratio, which is required to be less than___, was
_____ as computed pursuant to Section 1.75 of the Agreement in the supporting
documents attached hereto as Schedule 2.
3. Interest Coverage Ratio (Section 8.6 of the Agreement). On the
Computation Date, the Interest Coverage Ratio, which is required to be not less
than_____was_____ as computed pursuant to Section 1.88A of the Agreement in the
supporting documents attached hereto as Schedule 3.
4. Debt (Section 9.5 of the Agreement). On the Computation Date, the Company
and its Subsidiaries were obligated for the following Debt:
(a) purchase money debt for fixed assets, which is required to be less than
an aggregate amount of $5,000,000 at all times, was $______ , as
computed in the supporting documents attached hereto as Schedule 4(a);
and
(b) other Debt for borrowed money, which is required to be less than an
aggregate amount of $5,000,000, was $______ , as computed in the
supporting documents attached hereto as Schedule 4(b).
5. Investments (Section 9.8 of the Agreement). As of the Computation Date,
the Company and its Subsidiaries had made or allowed to remain outstanding the
following Investments, Loans and/or other advances:
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(a) loans or advances to any officers or employees of the Company or a
Subsidiary, which are required to less than an aggregate amount of
$2,000,000, was $______ , as set forth in the supporting documents
attached hereto as Schedule 5(a);
(b) Investments in and/or loans or advances to U.S. Coexcell, which is
required to be an aggregate amount not more than $4,000,000, was $___,
as set forth in the supporting documents attached hereto as Schedule
5(b);
(c) Company, which is required to own(directly or indirectly) not less than
80% of the share capital of U.S. Coexcell, owned______%;
(d) Intercompany Loans, Advances or Investments to Company's Significant
Foreign Subsidiaries, which is required to be an aggregate amount not
more than $______, was $______ , as set forth in the supporting
documents attached hereto as Schedule 5(d);
(e) Intercompany Loans, Advances or Investments to Company's Subsidiaries
which are not Significant Subsidiaries, which is required to be an
aggregate amount not more than $5,000,000, was $______, as set forth
in the supporting documents attached hereto as Schedule 5(e);
(f) loans, advances or investments in the DEZ Joint Venture, which is not
permitted to exceed an aggregate amount of $10,000,000, was $______,
as set forth in the supporting documents attached hereto as Schedule
5(f); and
(g) loans, advances or investments in any Joint Venture or any non-100%
Subsidiary (excluding U.S. Coexcell and DEZ Joint Venture), which are
not permitted to exceed an aggregate amount of $______, was $______,
as set forth in the supporting documents attached hereto as Schedule
5(g).
6. Capital Expenditures. As of the Computation Date, the Company and its
Subsidiaries, which were not permitted to have made Capital Expenditures in an
aggregate amount greater than $________, had made Capital Expenditures in the
amount of $______, as set forth in the upporting documents attached hereto as
Schedule 6. [THIS COMPUTATION MADE ONLY IN CONNECTION WITH COVENANT COMPLIANCE
CERTIFICATE DELIVERED IN CONNECTION WITH SECTION 8.3(b)]
7. Operating Leases. As of the Computation Date, the Company and its
Subsidiaries, which were not permitted to have Operating Lease Expense in an
aggregate amount greater than $8,000,000, had Operating Lease Expense in the
amount of $_______, as set forth in the supporting documents attached hereto as
Schedule 7. [THIS COMPUTATION MADE ONLY IN CONNECTION WITH COVENANT COMPLIANCE
CERTIFICATE DELIVERED IN CONNECTION WITH SECTION 8.3(b)]
The undersigned officer of Company, hereby certifies on behalf of Company
that to the best of his knowledge, after due inquiry:
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A. All of the information set forth in this Report (and in any Schedule
attached hereto) is true and correct in all material respects.
B. As of the Computation Date, the Company and the Permitted Borrower have
observed and performed, in all material respects, other than as set forth above,
all of their covenants contained in Sections 9.5, 9.6 and 9.8 through 9.11, 9.15
and 9.16 of the Agreement.
C. I have reviewed the above provisions of the Agreement on behalf of the
Company, and based on such review this Report is accurate.
D. Except as stated as Schedule D hereto (which shall describe any existing
Event of Default or event which with the passage of time and/or the giving of
notice, would constitute an Event of Default and the notice and period of
existence thereof and any action taken with respect thereto or contemplated to
be taken by Company or Permitted Borrower), no Event of Default, or event which
with the passage of time and/or the giving of notice would constitute an Event
of Default, has occurred and is continuing on the date of this Report.
Capitalized terms used in this Report and in the schedules hereto, unless
specifically defined to the contrary, have the meanings given to them in the
Agreement.
IN WITNESS WHEREOF, Company has caused this Report to be executed and
delivered by its duly authorized officer this _______ day of 199__.
WALBRO CORPORATION
By:________________________________
Its:_______________________________
[This form of Covenant Compliance Report is subject in all respects to the terms
and conditions of the Agreement which shall govern in the event of any
inconsistencies or omissions.]
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